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| Forward-Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although Ventas believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such factors include, but are not limited to: uncertainties as to the completion and timing of the spin-off, the failure to satisfy any conditions to complete the spin-off, the expected tax treatment of the spin-off, the inability to obtain certain third party consents required to transfer certain properties, the impact of the spin-off on the businesses of Ventas and SpinCo, uncertainties as to the completion and timing of the acquisition of Ardent Medical Services, Inc. (“Ardent Health Services”), the inability to separate and sell the hospital operations of Ardent Health Services on terms acceptable to Ventas or at all; the failure to satisfy any conditions to completion of the Ardent Health Services acquisition; the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement for Ardent Health Services or any other agreement relating to the transactions; the risk that the expected benefits of the transactions, including financial results, may not be fully realized or may take longer to realize than expected; risks related to disruption of management’s attention from ongoing business operations due to the proposed transactions; the effect of the announcement of the proposed transactions on Ventas’s or Ardent Health Services’ relationships with their respective customers, tenants and lenders, on their operating results and on their businesses generally. Other important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements made in this presentation are described in Ventas’s most recent Annual Report on Form 10-K filed with the SEC. Ventas assumes no obligation to update these statements except as is required by law. |